Astounding Spider-Man
by Mr.Arkham
Summary: A new heroic age is dawning on the horizon, spectacular superhumans of every shape and form coming to exist on Earth-3259... and at the heart of this brand new age is Peter Parker- the Astounding Spider-Man!
1. Amazing Fantasy

His bedroom, as one would expect from a sixteen year old boy, was a messy one. Clothes and old comic books strewn about, coming to rest in piles around his computer desk on the far right wall of his bedroom and just to the side of the door of his ensuite bathroom. The sun was rising up slowly outside, small specks of light breaching through the thin gap in his curtains and providing a little light on his room.

There came a loud mechanical beeping from the alarm clock beside his bed, earning a low sleepy groan from the young man hidden fully away under his duvet. Aw hell no, not today. He was NOT getting up for a Tuesday... But that beeping on his alarm clock just seemed to grow more intense, continuing to echo about the bedroom. "Aw man... if I don't go y perfect attendance will be shot..." he grumbled to himself.

Finally he heaved out a long groan and sat up in bed, revealing the oversized sky-blue Captain America T-Shirt that covered his slender body. Peter Parker, Midtown High's greatest science student. He gave a long yawn and reached a hand into his messy mop of light brown hair, scratching at his scalp lazily as he worked to get up.

His other hand moved across to his alarm clock, swiftly pushing the off button and then gripping the silver-rimmed glasses resting atop the clock. Peter was quick to slip his glasses up onto the bridge of his nose, the lenses instantly clearing a good portion of the blurring caused by his poor eyesight. The light in his room had grown a little brighter, giving Peter a good view of the hard wood floors and the clean white walls of his bedroom.

7:05 AM... well he had plenty of time to get ready for class today. Peter rose up out of bed and stretched his weedy arms above his head, hazel eyes coming to rest on a stack of books resting just beside his computer monitor.

'Transhuman Metaphysics' by Emil Gargunza. 'Mechanics of the Future' by Phineas Horton, with foreword by Howard Stark. Otto Octavius' 'Neo Prostheses Manual' and 'Our Races Entwined History' by Charles Xavier. Goodness, those science books had been costly, but he read them with the kind of fervor a medical student would devote to his textbooks. He plucked Gargunza's tome up, as his was the closest to hand, and slipped it into his dark grey bookbag, and with that Peter turned and hurried into his bathroom.

Several minutes later, Peter was hurrying downstairs dressed in brown cargo pants, a black sweater and a white shirt with the sleeves rolled up to the elbow. He set his bookbag down by the front door and headed into the kitchen to see his Aunt tending the stove and his Uncle browsing through the morning edition of the Bugle.

"Ah Peter, thank goodness! If you were up there any longer, I was thinkin' I was gonna halfta' carry you down here myself!" Ben said with a hearty chuckle. He was a big man, standing a little over six feet with rather big muscular arms and a pot belly. His greying hair was swept back, and his hair strong jawline was clean shaven. He swept some crumbs off his lime green polo shirt and set the paper down "Ready for class?"

"You know it," Peter replied with a casual smile on his face, moving over to the toaster and grabbing two slices of white bread from the neighbouring breadbox. May's kitchen was like something out of a catalogue- a small yet cosy place with a wooden table in the centre, a sparklingly clean black and white tiled floor, wooden counters and cabinets that were varnished to protection, and a large white fridge storing their food. Their home wasn't glamorous, but May was the kind of woman to make the best of what she had.

"Of course he is Ben. Our genius here will be the next Tony Stark... just with less drinking and stupid publicity stunts," May remarked over her shoulder as she kept frying a group of sausages over the clean black stove. She was a tall and athletic women, her shoulder-length hair starting to go through the shift from black to grey. It was odd really, that for a woman entering into her fifties she had managed to keep in relatively great shape and health.

Peter raised an eyebrow and glanced her way after slipping the bread slices into the toaster and sliding the plunger down "So I'd be Tony Stark without the fun?" he asked dryly, earning a mild scowl from his motherly figure. Peter laughed nervously and was quick to butter his toast when it popped up, diverting his attention away from his annoyed Aunt.

Ben looked up abruptly "Oh that reminds me, you and Harry have that thing today right? The exhibition?" he asked, trying his best to give his nephew a little respite from May's mild glare.

"Huh? Oh, right!" Peter replied, taking a swift bite of his toast. He swallowed and then looked his Uncle's way "Yeah, his dad had those two tickets at the museum of natural history, and since he didn't wanna go he gave Harry the tickets and he gave me the extra one," he remarked. "They have a great exhibit on the HYDRA experiments." Knowing Harry, he was only going to be interested in anything related to 'botany' there.

Peter was quick to finish off the last of his breakfast and snatched a pair of fresh socks out of the washing basket "Anyway, I gotta go. Early bird catches the worm and all that stuff, right?" Peter asked, quickly slipping both socks on and making a dash for the front door.

"You know it son," Ben replied in his usual charming way.

"Have a nice day honey!" May called after, just as Peter slipped his white (Well, that was perhaps a little generous- time had left them looking a little grey) converse shoes on. He waved to the two, snatched his bag up, and with that he was on his way out the door.

* * *

Well... now that he was away from his loving aunt uncle, his happy attitude seemed to gradually fade with each step. Going to Midtown High really didn't bring Peter much in the realm of joy. Oh sure his grades were great, but that just seemed to make him a target of contempt for many- most definitely members of the football team. Another day, another session of dealing with Flash Thompson's bullshit.

As he rounded the corner leading out of the clean Queen's suburb, heading steadily into the more urbanised areas of the city, he was left to ponder what would happen today. No science classes, unfortunately... but if memory served there was football practice today. If all went well, he could probably get through the day and go to the museum relatively unscathed.

He was distracted by his thoughts from a familiar voice beckoning to him from behind "Yo!" He turned abruptly, seeing the familiar and attractive form of Mary Jane Watson striding his way "Rushing off without me? Pete I'm hurt," she joked, feigning shock. She was roughly his height, but her build was a little more filled out. She stood there, dressed in pale blue jeans, light brown boots, a white football jersey and a dark grey hoodie, long red hair casually waving about in the morning breeze.

"Wouldn't dream of it," Peter replied casually. He gave her a wry smile and started walking side by side with his childhood friend. They had grown up on the same street, only a few houses apart really, and even now she hung out with him in high school... it was one of those mysteries he would never understand in his lifetime- like who shot JFK, or what happened to Amelia Earhart. "Track team today?" he asked.

"Yep," the redhead replied casually "It's good exercise, you really should give it a shot. Enough training and effort and you'll have the perfect build for it," she added. In the realm of High School, Mary Jane proved to be highly difficult to place on the social hierarchy. A star athlete, an attractive girl... yet she seemed to have a deep rooted loathing for all the other popular girls, hung around with outcasts like Peter Parker and Harry Osborn, and never really partied with the popular crowd. She was just sort of... there.

Peter wrinkled his nose slightly at the offer, before adjusting his glasses "I'll pass," he replied politely "Though, if I ever need extra help outrunning Flash, I might take you up on that offer," he added.

The two passed by Kirby's Newsagents, as they did every day en route to school, passing by a rack of newspapers all baring prophecies of doom and woe of some sort. 'Gamma Disaster in New Mexico!' cried one, while others shrieked of a 'Sinister Mutant Cult!' and yet another spoke of 'Mysterious Cosmic Storms Threaten Planet.' They just grew more outlandish. Last week Peter passed by a headline that spoke of evil 'Stone Monsters' attacking Norway.

"So you and Harry have your 'big date' tonight?" Mary Jane said playfully, a smile tugging its way onto her slightly-freckled face. "Good to know you're making an honest woman out of him."

"It's not a date," Peter replied indignantly, shooting the redhead a small scowl "He just wants to use the tickets- and since he knows that you don't care about science he didn't bother asking you," he added.

Mary Jane was quick to stick her tongue out, smile never failing all the while "Suuuuure he does. Just remember, you don't have to put out unless he buys dinner for you first," the athletic redhead remarked, giving the brunette a light poke in the ribs.

At that, Peter could merely roll his eyes. All in jest of course- he'd usually get a rather more scathing tongue lashing from an actual bully. They were coming up on the home stretch, the tall and tan building off in the distance growing steadily larger as the two teenagers walked along the paved roads. Soon enough they spotted a sleek black sedan, polished to the point where it almost glowed as bright as the morning sun, gliding up to the road and then pulling up to the curb directly beside them.

Both Peter and Mary Jane stopped entirely, knowing full well who would make an entrance like this, and once the back door opened their suspicions were confirmed. A stocky dark-haired male, easily their age, stepped out and gave a quick wave to the driver "Thanks Mosby, I got it from here." He shut the door then , lazily resting his bag over one shoulder, and watched the sedan drive off. He was a few inches taller than Peter, but the way he slouched constantly seemed to betray that fact. His hair was messy, and his red v-neck and baggy black pants hung loose on his body, preventing anyone from really glimpsing his decent build. "Why do we gotta have class so fucking early? Couldn't they just like... let us start at ten?"

"Because you'd never come in if they did that?" Peter replied flatly. Harry Osborn, the rich kid heir to Oscorp... and one of the biggest slackers one could ever hope to find on the planet. If it didn't involve a bong in some way, well Harry was unlikely to be enthused by it. Though he did rather like science at times, an interest that had kickstarted their friendship in middle school.

"Eh, fair point," Harry replied calmly. He shrugged and started walking with the other two "Though most of the time I come in 'cause I don't want to deal with the 'Norman Osborn Death Glare' for not going..."

Mary Jane shrugged "I wouldn't be cracking jokes at your dad's expense like that. Dude probably has super-vampire hearing that picks up on anyone making fun of him," she remarked calmly. MJ, unlike Peter, had had few run-ins with the Oscorp owner... but she was convinced he was either a vampire or a mutant with the powers of one from those rare and brief encounters.

They reached the green lawn of the school, standing beneath the wavering flagpole. In five minutes time, the morning bell was going to go off. "Well... here was are again. I wonder if Mister Langstrom would take a five hundred dollar bribe to let me sleep in the library," Harry mused.

"Doubt it," came Peter's response. He shrugged then and glanced around "Well... wanna head inside?" the brunette asked finally.

"Sorry dorks, buuuut it's about time I head to the track to check up on things." Mary Jane gave each of them a pat on the shoulder in passing, grinned wryly, and with that she was jogging off to the large football field situated at the side of the two storey high school building.

Harry and Peter watched her jog off, Harry with that same vaguely disinterested stare he gave to damn near everything in life, and Peter with a sense of mild discomfort. After all, Mary Jane usually served as a shield of sorts- nobody was stupid enough to do anything around the girl who flattened the linebacker with one punch.

The Oscorp heir let out a lengthy yawn, swaying slightly on his feet "Well c'mon, might as well go in. Math's class first thing in the morning, Jesus Christ..." Harry looked to the main doors of the school "Well let's get going I guess."

The teenage boys were about to turn and head nside, when suddenly a plastic Starbucks cup sailed through the air, spiraling like a tossed football. It crashed into peter's chest, the lid flying off in a seperate direction while coffee-coloured slush exploded outward and painted Peter's chest and splattered onto Harry's right arm. Oh and so it began.

"Whoa! Nice reflexes Parker!" a mocking and all-too-familiar voice bellowed across the greenery. Peter gave an annoyed sigh and fixed his glasses up, looking over Flash Thompson's way. Yep, there he was alright- the star quarterback and the darling of the school. Eugene (he really hated being called by his actual first name, Peter learned that the hard way last year) was a tall blond fellow falling a few inches short of seven feet, and his rigorous exercise and diet regimes had left him with a solid mass of muscle that had bowled over many opponents on the football field.

Flash gave another mocking laugh and started casually walking off to the main entrance of the building. "Well... that's a great start to the day," Peter said glumly. He gave a low groan and wiped the slushy residue off as best he could, leaving a few stains to dry in the thick fabric of his sweater.

Harry, still seeming to be bored with life itself, shrugged dismissively as he swept some of the slush off his sleeve "Flash is always gonna be an asshole dude. And the morning is only like... .5% worse now anyway.." He gave Peter a pat on the shoulder and started leading the way into the looming high school.

"Oh well... at least we have the museum today," Peter remarked with a lazy smile on his face. There was that much to get him through the day.

* * *

Well sure enough, classes for that day were a humongous pain in the ass. In maths he had been smacked upside the head with a ruler, then during all of history he had been dealing with spitballs against the back of his head for the whole thing. His English was easy enough on the other hand, as he had MJ beside him, and he was thankfully given some degree of privacy for the remainder of his classes.

By the time they were done at four PM, both he and Harry had the freedin to slink away from High School undetected and make their way on foot to the museum.

With any luck, the promise of history and science would help him forget the harder parts of the day.

* * *

A/N: Aha... hello there everyone. I suppose you consider this a little pet project of mine, the idea of taking my favourite Marvel character and then reimagining him and his rogues in a more modern period. Now some of you might instantly think of the Ultimate Comics that Marvel produce...

... and to an extent the comparison is valid. I might hate Ultimate Marvel with almost every fibre of my being, but I will admit that the central concept is a sound one (The only other good thing about Ultimate is that it's being eaten by Galactus, my favourite villain and the perfect embodiment of the silver age and everything good about comics). Unlike Ultimate Marvel however, I will be trying tooth and nail to avoid inserting the pointless and 'edgy' grimdark bullshit that laced those comics.

Nothing stupid like Red Skull skinning his own face, Captain America being a racist, Hank Pym being an unrepentant wifebeater or the Blob or Hulk eating people. Comics can have a perfect blend of drama, silliness and fun. They don't have to be 'GRR SUPER SERIOUS' all the time, that's a phase that should have left us in the nineties.

So ah yeah... We'll see how this new continuity develops, and if it proves popular I might allow people to write on other Marvel characters in this setting.

**Glossary:**

* HYDRA: Originally a subset of Hitler's Nazi regime, led by his protege Johann Schmidt (Who would later be known as the terrorist dubbed 'The Red Skull') dedicated to advanced science, it eventually broke free halfway through the war to become its own entity. With powerful members such as Helmut Zemo, Arnim Zola and Wolfgang Von Strucker it was a prominent foe to the allied powers during the war, particularly Captain America and his 'Invaders' team. They are believed defunct even in 2010, but there have been continuous rumors that the group survived in some form past the war period.

*Emile Gargunza: Originally a HYDRA geneticist during World War 2, he defected to Britain when it became clear that they were going to lose the war. He was involved in the secretive Zarathustra Project in the 50's, creating the superpowered Miracleman Family, genetically engineering the superhumans and crafting their minds. However when it was believed they were too dangerous, Gargunza had them summarily killed off in an atomic explosion in outer space... or so the government believed.

*Miracleman: The force of the atomic blast knocked Miracleman into his human form of 'Michael Moran' when he crashed back on Earth. For many decades he lived the normal live of a boring human, until the mid-nineties where a terrorist attack triggered his memory and he recalled the 'Key Harmonic of the Universe' (Kimota) that allowed him to transform into his superhuman self again. Now in 2010, Miracleman acts as one of the strongest heroes on Earth.

*S.H.I.E.L.D: Strategic Homeland Intervention, Enforcement and Logistics Division. Created by the US in the 1960's, they were intended as a force to oversee superhuman affairs across the globe and to act as a more positive counterpart and opponent to HYDRA.

*Mutant: The term used to describe an individual born with the mysterious 'X-Gene' that grants them superhuman powers from birth. These abilities vary wildly from mutant to mutant and usually manifest in their teenage years. However when Mutant children are placed in dangerous situations, their powers may manifest out of survival instinct.

*Mutate: A person initially born as a normal human, who inherited superhuman powers through some form of outside source. This could be anything from a Super Soldier formula, to a radioactive spider-bite, to a gamma mutation.


	2. Anansi

"... and look dude, all I'm saying is that Stark is a total douchebag. I dunno why most people give him a free ride and treat my old man like Hitler's little brother," Harry remarked when the two teenagers strode through the main doors of the museum. "It's like... yeah okay, Norman's a dick but at least he's honest about it. Tony Stark, from those times I've seen him in public, is the smarmiest jackass out there."

"Yeah Harry, I get it," Peter replied with a small sigh of annoyance. The rivalry between Oscorp and Stark Enterprises was well known by now, though it seemed to have bloomed into existence because of Tony and Norman. Howard Stark and Phillip Osborn had, by all accounts, had been friendly enough. It certainly grew tiresome to hear Harry going on about it again and again.

Harry held the two tickets out to the bald and burly security guard, who then nodded and let the teenagers pass under the metal detectors and into the foyer. The Museum was quite the beauty on the inside, tall white walls and arched ceilings, clearly drawing influence in Grecian and Roman architecture on both the inside and the outside. The corridors would lead into different exhibits in the museum, signs on the wall providing helpful directions to the major attractions.

"Dude do you think we'll see Ben Stiller and Robin Williams here?" Harry asked, leading the way down the right corridor, toward the dinosaur exhibits.

Peter adjusted his glasses, a nervous laugh passing his lips "I sorely doubt that... but if the T-rex skeleton comes to life, I'll be sure to try and outrun you," he said coyly. Then again, with how screwed up the news was getting as of late, would it be that nuts for all the museum creations to come to life at night?

He let his eyes move to the static and ancient frame of the T-rex skeleton, that monstrous jaw left hanging wide open to reveal rows of ancient teeth that had not been dulled by time. The other skeletons on offer, well they were certainly holding up well too- the skeleton of a stegosaurus well within view, and the skull of another great beast residing in a glass case.

They passed by another stand containing ancient fossils of some much smaller reptiles. Ancient lizards on display from the Connors Institute, for one month only.

"So what do they have on for this month?" Peter asked, letting his eyes roam over the individual bones left imprisoned in the rock. Doctor Connors... yes, that name did have a familiar ring to it alright. He'd have to consider applying for an internship at the Connors Institute...

"Well they got a whole bunch of Norse relics. But we gotta pass by their arachnid area first," Harry said, casually gesturing over his shoulder with his thumb. "Man I don't like bugs. These giant scary as hell dino's I can stomach, but bugs? No way man, I am goin' straight through..."

At that Peter gave a small roll of his eyes "They're not that bad Harry, they're just spiders." Regardless he followed after Harry, past the static dinosaur skeletons, and then through one doorway that led into a circular chamber. The room was ringed with glass display cases on pedestals, each one housing a different breed of spider in its own miniature habitat. On each pedestal was a plaque that gave the name of each creature housed within, as well as a description of its history and unique biological traits.

Well... some of this was potentially quite interesting. "You go on ahead to the Norse stuff Harry," Peter replied "I just wanna hang back here for a second and take a look."

Harry shrugged and headed on his way "Suit yourself dude, but I'm not sticking around. Those things just give me the heebie jeebies dude." Harry visibly shuddered and then went on his way again, passing through the opposite door of the spider room.

"Drama queen," Peter said with a dismissive roll of his eyes. Uncle Ben had told him that his own father had a fondness for spiders, that they had been something he had focused on heavily in his college years. Peter wasn't quite that invested- but hell, he took the time to look into spiders whenever he could.

He passed by the first display housing a black and brown Dipluridae spider skittering about in its glass case seemingly without a care in the world. Then beside that Peter spotted a plump and brown chitinous trapdoor spider moving along a small tree branch in its habitat. And then after that he took his time reading the plaque for the long-legged shield spider traipsing about in the next case.

And then in the case beside that one, which was slightly larger than the ones prior, Peter noticed that the next plaque had a name he had never even heard of before- An Anansi Spider. Supposedly it was an exceptionally rare breed, located almost exclusively in New Mexico. There was an addendum at the bottom of the plaque stating that this particular one was a mutant of some sort, marginally larger than average. Some believed he had exposure to gamma rays in a test sight, but by all accounts the spider posed no health risks with its presence.

The odd thing was that, from where Peter stood, the case was completely empty. From where he stood, he couldn't see the small hole in the container that had been burrowed into the back of it.

Nor could Peter tell that said Anansi Spider was still in that very chamber. There was a scurrying above him, eight long black legs each the length of a human finger and the width of a syringe needle, moving silently over the brown haired youth. It was the very picture of a creepy crawly, it's sleek and black furry body baring some odd red markings, it's multitude of pale green eyes looking down at Peter with curious intent.

It's plump spinerret twitched slightly, and the mysterious gamma-powered spider very slowly descended toward the brunette human. Its speed steadily increased, all while Peter scanned about in a bid to see if the Anansi spider was hiding anywhere in its container.

Silently and stealthily it halted its descent just behind Peter's exposed forearm, continuing to examine him curiously. It swung forward on its silky webbing, its eight legs gripping onto Peter's wrist with surprising tightness.

The sudden sensation was enough to make the brunette yelp in shock and slight fear, and on a reflex he swung his arm out in a bid to shake off whatever had latched onto him. That sensation was more than enough to shock the spider into action, and it promptly buried its fangs straight into the high schooler's hand. There was a burning sensation running through his veins, his fingers tensing up as a foreign venom pumped into him.

With that, the arachnid was quick to leap away to ensure its own safety, scurrying into a distant corner to evade being seen again, while Peter staggered slightly and gripped at his hand."Jesus..." he whispered. That burning sensation in Peter'swrist seemed to grow more intense, and he drunkenly moved out of the spider chamber in a bid to clear his head.

The next room was filled with all manner of ancient Norse artifacts, some of them even supposedly taken from Asgard itself. Peter seemed to pay it no mind whatsoever, too busy trying to ignore the pulsing and buzzing ringing through his head.

"Whoa, dude, you okay?" Harry asked, approaching his oldest friend. Peter's hearing was a little fuzzy too right about now, but he was at the very least still capable of hearing, recognizing and turning toward that voice.

"Oh... yeah, dude, I'm fine... I think..." He gave a small sigh and followed after Harry. He went for as long as he could, but his wooziness just seemed to grow worse and worse with each passing moment.

Harry soon took notice of it, and out of worry he figured it was best to give Peter some kind of ride home. After all, he knew Peter wasn't the sort to get high (and if he was, when the hell would have found the time to do it?) so the only reason for his dizziness that Harry could figure, was illness. Sucked that he had to get that way now of all times, but there was no point in leaving him all woozy in public.

So, with no better plans, Harry called up his chauffeur so he could have a quick way home. In his current state, the Oscorp heir doubted Peter could walk home or even get a bus on his own.

* * *

The sleek black sedan pulled up to the Parker household at around 5:25, and Peter staggered out waving goodbye to Harry. "Thanks for the ride dude. If I ever get a car of my own, I'll return the favour for you!" he replied, partially slurring his words in his dizzy state.

"Ah... yeah man, no problem. You just get some rest or whatever," Harry replied, fixing his black hair up before climbing back into his private car. He started to drive off just as Peter walked onto the wooden porch of the house, but as soon ashe was about to knock on the front door it was abruptly pulled open in front of him to reveal his Aunt.

"Welcome home dear! Hm... you're home a little earlier than I thought you'd be," May said. She paused for a moment to wave to Harry's passing car, and then she turned back to her Nephew to watch him curiously. "Are you... okay?"

Peter tilted his head, swaying slightly on his feet. At the very least, the burning of his hand had died down a little bit. "Nah nah... I'm fine..." the younger male remarked.

Again, May seemed puzzled. "Are you... drunk?" she asked in shock. She leaned in and sniffed him slightly, not picking up any sort of alcohol scent. Still, she seemed a little uneasy about her Nephew's current.

"I'm fine, really," Peter repeated. "I think I'm just coming down with something, that's all," he added in that same lazy tone. He moved deeper into the house, May stepping back to let him in freely.

Ben looked away from the TV, ignoring the news reports of a suspected A.I.M Cell in Bulgaria, to focus on Peter. "You okay sport? You don't look so good."

"He says he's coming down with something," May replied, shutting the door. "You should probably head to bed Peter, it'll help you recover quicker," she added.

The youth shrugged his willowy shoulders at that "Mkay!" he said siply, staggering over to the staircase. "Night you guys! I'm gonna go sleep off this earth-shatterin' migraine!" Still jovial, and now humming some disjointed tune to himself as he ascended toward his room.

Ben and May exchanged uncertain glances and then finaly Ben shrugged his broad shoulders "Oh well. At least he's cheerful about it, right?" He smiled sheepishly and ran a hand through his greying hair "Hah... yeah he's Richard's boy alright. Tries to be happy whenever he can."

* * *

Peter awoke that Wednsday morning with a long yawn escaping him, his body slowly being hoisted upright until he was sitting in his dimly lit and messy bedroom. He raised two hands up to his face and slowly rubbedat his eyes, gradually cleaning the sleep out of his peepers. "Mm... damn I am feeling much better today," he remarked to himself.

Indeed, he most certainly did. His head was clear of any kind of headache, he had no burning sensation in his hand anymore and all the soreness of his muscles had left him by now. Thank goodness for that.

His hands moved back down onto the duvet and he finally opened his eyes slightly to notice something odd- he had crystal clear vision. Peter raised his eyebrows slightly before giving an annoyed sigh. He probably just forgot to take his glasses off before he went to sleep... but then once he reached up and touched around his face he cery quickly came to realise that that wasn't the case. He glanced to his bedside table, and blinked in surprise when he spotted his glasses neatly folded up there as they were every morning.

Well that was... weird. His sight miraculously healed up? Out of curiosity he snatched his glasses up and slipped them on to find that their effect had been reversed- because wearing them just made the world around him seem blurry.

"What the hell...?" Peter murmured to himself, taking a moment to inspect his glasses. They were definitely his alright, he recognised the framing, brand and all that... so why did he no longer need them. He shrugged if off then and set the glasses down, before rising up out of bed. Today was already starting off weird.

He slowly walked to his bathroom, letting out a lengthy yawn that echoed throughout the blue tiled walls and floor of the ensuite. Peter gripped onto the doorframe as he entered, applying just a little bit of a squeeze to the door... and then he almost leapt in shock when he heard the cracking of wood, whipping his head around to see that where he gripped at had just splintered from the pressure under his hand. "What the hell...?"

Peter's hand recoiled in shock, and he rapidly shook his hand to send the splinters and wood chips flying off his digits. "Oh no... oh no no no... Am I a mutant? Oh jeez! I'm gonna be sent off to that crazy private school! And Uncle Ben and Aunt May can't possibly afford the fees for a place like that!"

Well, that and if he was a mutant he'd have all manner of problems. Anti-mutant mobs for one thing, and there was the strong possibility of those secretive 'Brotherhood' guys trying to recruit him if they knew he was a mutant. Apparently they didn't like being rejected on their offers.

"Oh man, oh no..." he groaned, raising his hands to his temples "I am so screwed!" Peter threw his hands down out of frustration, clenching both of his fists out of frustration. There was a sudden jolt that ran up his arms, something that almost made his spine lock up. And then suddenly two long strands of silky goo shot from his wrists and stuck to the floor.

Peter's eyes widened yet again, and he was left staring stunned at the two ropes of twisted white goo. "Ah... aha..." he trailed off, continuing to stammer out of shock. It was strange, because from where he stood it looked as if he just shot spider-webs from his wrists.

* * *

A/N: Ah... yeah I kinda feel like this origin is flying in a little too quickly. But I gotta be honest, there's not gonna be all that much different from the standard Spider-Man origin save for one major thing, so I don't want to be dwelling on it for too long.

**-Spawnx66: are the avengers present in this? and if so, will they be like the lineup from the Marvel Cinematic Universe? or an original lineup?**

Eh, they're likely gonna be in their original line up of Iron Man, Thor, Hulk, Ant Man and Wasp when they first appear. I have yet to properly decide though.

**-Apope: Nice _! So, what are you covering and which "Earths" are you using/splicing?**

Honestly I'll wind up referencing a lot of different continuities in some way, even unconsciously in some cases. A lot of potential ideas.

**-Qoheleth: Tiny question. Is the title of Xavier's book supposed to be "Our Race's Entwined History" or "Our Races' Entwined History" (or, rather, "Histories")? If the former, what's it supposed to be entwined with? And, if the latter, what two (or more) races are being referred to? (The obvious answer would be mutants and humans, but it seems to me that there are two problems with that. In the first place, given how recently the mutants arrived on the scene, speaking of their history as entwined with humanity's would seem to be an absurd presumption - as if Bëor the Old had spoken of the history of Men as though it were already entwined with that of the Elves. And, in the second place, since the mutants aren't all descended from a common ancestor, they don't really qualify as a race, do they?)**

The latter, between humans and mutants. It's making reference to historical appearances of mutants and other supernatural beings to appear throughout history, from Wolverine, Mistr Sinister and Jack the Ripper, to any folkloric or mythological beings speculated to be stories of early mutants being blown out of proportion. As to whether mutants qualify as a race... I dunno. I'm hardly a scientists, so I dunno what they'd even be defined as.

**-Perfect Carnage: And wasn't Hank like that in the normal comics too? But again, he went a bit further in Ultimate Marvel. The Ultimates were a collection of unlikeable A-holes, we can agree on that. Galactus is paying them a visit? Good for him.**

Hank is... complicated in 616. At the time he was going through a complete mental breakdown and hit Janet all of one time (Not that I condone it, but still the circumstance is important). Compare this to Reed Richards who slapped Sue around near-constantly in the Silver Age and never got admonished for it. Hank's just been demonised for one rather stupid decision made decades ago (And for some reason, him hitting his wife is seen as worse than him creating a genocidal robot by accident)... and the Ultimates made him batshit insane.

Yeah, the current Ultimate Storyline involves Galactus massacring the bastards.

**Glossary:**

**A.I.M:** Advanced Idea Mechanics- initially a subdivision of HYDRA focused on research and development, it broke off and became it's own entity in the fifties. It still exists to this day as a criminal and terrorist organisation, known for their beekeeper-esque aesthetic and their highly advanced technology. They are believed to be led my a mysterious individual known only as 'Modok.'

**The Brotherhood: **Commonly labelled as 'The Brotherhood of Evil Mutants' by the news media, the group are known to be a radical mutant-rights organisation known for their extreme and often destructive methods. The charismatic and wisened Magneto is their leader.


	3. Broken Barriers

Peter had remained rather deathly silent to his Aunt and Uncle that morning, eating breakfast as quietly and as quickly as possible. Good lord... was he a mutant? All those books he had read in the past said that most people with Mutant genes had them activate in their teenage years (essentially the worst possible thing to add in to puberty) so it would make sense. It just seemed so sudden was all.

But if he was a mutant, he was just going to keep quiet about it (Not that there was anything wrong with being a mutant...). After all, he hardly wanted to bring in attention from the likes of the Brotherhood or that Xavier school, it would only make things harder for May and Ben. And they had done a lot for him over the years, so he could hardly drop a bombshell like this on them.

He left his glasses resting in his messy brown hair, the temples and temple tips resting on his ears, while he ate. It wasn't that uncommon for him to wear them like that while he ate, so hopefully his relatives wouldn't question it. He just needed to keep them around until he could devise some excuse about why he didn't need them anymore... he'd likely just tell them that Harry bought him contacts. Or he could just buy glasses with fake lenses. Assuming he didn't wind up dressing like a douchebag in every other respect, then nobody could call him a hipster.

"Peter, dear?" May asked, peering his way from her own spot in the table "You'll be late if you don't hurry up," she added. The teenager paused and glanced at the clock on the wall, giving a small gulp when he realised how right she was.

"Oh! Aha, right, sorry" he said, picking up the pace of his eating. Crazy superpowers or not, he still wasn't going to risk his perfect attendance. Who could he even tell about this? Ah, he had to figure out just what the hell was going on before he told anyone.

Ben cocked his head slightly "You okay son?" he asked finally. "Still feeling queasy from yesterday? I mean you could stay home if you are," he added.

On the contrary, Peter felt better now that he had in his whole life- supremely fit in almost every aspect. His eyesight was 20/20, his head was running faster than ever, and there was a great sense of freedom behind every movement he made. "Ah, it's okay Uncle Ben, I'm fine." Peter got up and took his plate with him safely depositing it in the old dishwasher. They really could do with a new one... "I'll be back home on time, I promise."

With that Peter hurried for the door, stepping neatly into his red converse shoes on the way, took his bag up and hurried on his way,

There was one lingering thought on Peter's mind as he walked down the sidewalk, a rather odd theory that alternated between making sense and no sense at all the more he thought about it. That spider, the one he caught from the corner of his eye after it bit him. It was supposedly some sort of mutant, a rarity of its kind, and after it bit him he had felt all kinds of illness... and he was now starting to shoot webs out of his wrists to boot. Was he turning into some sort of Man-Spider? Were-Spider? Man the next full moon would be weird if that was the case.

Still, was such a thing possible? A bite from a spider giving him weird spider-like powers? Sounded like a story from one of those nutty pulp magazines that Uncle Ben kept in the attic. He supposed he'd have to test himself after class, see if he had any other abilities.

All he knew for sure now was that his eyesight was perfect, he had some degree of superhuman strength (That he had yet to test the limits of) and when pushing down a certain part of his palm he could fire webbing from some unseen spinneret's in his wrists. Maybe he could crawl on walls or something like that? Worth looking into.

Peter glanced ahead, able to see Mary Jane just ahead of him on the street walking along at a leisurely pace. Well, no sense in ignoring her. He jogged forward, moving with a degree of speed and grace that genuinely surprised him, and within seconds he had caught up with the athletic redhead "Phew! Morning Red, how you feeling?"

"Well well, if it isn't Peter Parker. And here I was thinking you'd be late for school and decide to become a bad boy," she joked. Mary Jane gave him a teasing smile and then asked "So how was your date with Harry the other day? I heard it got cut short."

"It wasn't a date," Peter corrected firmly, giving her a small pout "As for why it got cut short, I wound up feeling sick. Couldn't stick around unfortunately..." He shrugged then "It was fun for the fifteen minutes I was in there," Peter added.

MJ gave a small nod in response "Eh, that sort of thing happens I guess," she replied. The duo passed by the a newsstand, baring more prophecies of destruction and doom- 'Tensions between Latveria and Wakanda increase!', 'Philanthropist goes missing in Middle East!' 'Mysterious 'Punisher' strikes again!' Honestly Peter didn't know what to make of them sometimes. Some of those tales just seemed like somebody elses fever dream.

The redhead looked Peter over again, some sort of scrutiny in her gaze "You seem kinda different," Mary Jane remarked. "How come you're not wearing your glasses?" Her free hand dipped into the pocket of her blue and white Varsity jacket, her curious gaze lingering on the spectacles resting atop his head.

"Oh! That? Well you know, I just ah... I don't think I really need them anymore. I mean my eyesight feels good enough on its own now... ya know?" Peter tried to explain. It wasn't technically a lie- his vision really had just gotten spontaneously better through means he couldn't currently explain.

After rounding one corner and moving through the crowds of people that filled the New York streets, they could see Midtown coming up over the horizon. Still, Mary Jane continued to watch him curiously "Eh, well if you say so. I always thought the glasses were kinda' cool on you though," she mused aloud.

Peter was quick to glance away, cheeks flushing slightly "Aha, you don't say... I mean I think that's the first time I've heard that one," he said. He shrugged then and gave her a quick smile "But thanks for that MJ, it was pretty nice to hear." It was just a compliment, all he had to do was take it at face value and not expect anything else from it.

"No probs, Parker. Anyway I gotta hurry on ahead and get my stuff, so I'll see you in time for geography," MJ said before quickly jogging on ahead into the tall ivory high school. And just lik that Peter was alone, another day with Harry coming in late.

He stood alone on the grass just outside the main school building. He raised his wrist up, taking a moment to check the time on his watch. Well he still had a few minutes before class started, so all he needed to do was find a way to pass the time and-

A voice suddenly called out to him, immediately filling the brunette with dread and scorn. Flash Thompson, no doubt trying to repeat yesterday's success. "Hey Parker! Heads up!" Flash yelled out before flinging another cup full of ice coffee at his favourite target, the lidded cup hurtling across the campus like an odd-shaped football.

Without looking, without turning or moving in any way, shape or form, he already knew exactly the direction and trajectory. He could feel it, a distinct buzzing in his brain that told him of the incoming projectile, and through some hitherto unknown sense he could feel the air molecules distorting around the incoming cup as it hurtled his way. It was... shocking, strange... as if the world was in slow motion.

Peter's hand shot up suddenly, moving faster than a speeding bullet and rapidly intercepting Flash's thrown object and catching it by the lid. He didn't even have to turn his head, it seemed entirely as if he did it on a reflex which was the most surprising thing about it.

All eyes were on him, people staring in shock at the rather shocking degree of skill and dexterity shown by the young man who, by and large, was often regarded as the clumsiest and least coordinated person in their school. Peter made a small gulping noise and let his grip loosen, the cup falling onto the grass beside him. Good thing he caught that, it would have ruined his white shirt otherwise.

"Oh... ah... nice reflexes, Parker..." Flash murmured, clearly dumbfounded at the shocking display of skill he showed. He must have been higher than Harry Osborn right now...

* * *

The rest of the day, Peter seemed distracted. He answered whatever questions his teachers sent his way, did his reading when he could, but for the most part he lacked the same degree of focus he usually had for his classes. He was after all still wrapped up in thoughts related to his newfound abilities, these strange powers that had come to him from seemingly nowhere. He still needed to test them, and that was what had him so distracted.

As soon as classes were finished for the day he had give his goodbyes to both Harry (Who had seemingly materialised into the school halfway through the day) and MJ, saying that he needed to do some shopping of his own. And that was technically true- the first place he headed to was a clothing shop three blocks away, snatching up a pair of glasses with fake lenses. They looked exactly like his old ones, but he could wear them without getting a headache.

Once Peter had these new glasses, he slipped them into his glasses case and left that in his bag before walking steadily along the streets of New York, moving through moving waves of people. He needed too find somewhere relatively lonesome where he could test his powers out, because the last thing he needed was someone spotting him and forming an anti-mutant lynch mob or whatever.

Peter ducked down one narrow alley, carefully slipping around trashcans and discarded bits of rubbish as he moved deeper in, stopping when he came upon a large opening between several stores. The area was filled with large dumpsters loaded to the brim with crap, backdoors leading into the different stores. Seemed to be a loading bay of some kind, just a particularly small one. Well whatever it was, he was alone at least.

Now he had the exact room he needed to test himself moved over to one large dumpster that dwarfed him in size, his arms reaching around and hands gripping the blue material of its sides. "Jeez... I shoulda picked something better smelling to try this out on."

He struggled for a moment, gaining proper footing before slowly raising the dumpster up off the ground until he was supporting its entire weight and holding it above the asphalt. "Ah... geez it stinks... good thing the lid is on tight..." This thing must have been filled with rocks or something... still, by his own estimation he must have been lifting the weight of a car right about now.

Gently and carefully he set the dumpster back down on its wheels, breathing out a relieved sigh that turned into a small chuckle "Okay... super strength is pretty awesome... what else can I do?" Peter mused to himself. He paused in thought before figuring that if the muscles of his arms were superhuman, then the ones in his legs had to be too, right? Well he just needed the right way to test that.

Peter moved out into the center of the loading bay and then crouched slightly. And then he shoved his legs forward, flinging his body skyward with a powerful leap, the brunette teenager yelping out of shock from just how high that jump had thrown him- almost two storeys high in a single bound!

He threw his hands forward, wildly scrambling for something to grab onto before he plummeted to the ground... and then suddenly his palms smacked off the red brickwork of one structure, and he was left hanging with his palms stuck to the wall as if by glue. The brunette blinked in surprise, glancing about to make sure there was nothing beneath his feet... Sure enough, his palms really were stuck to the wall. He was crawling along solid surfaces just like a spider would...

A goofy childlike grin broke across Peter's face, and he slowly pressed the soles of his feet against the brickwork. And then with a swift backward shove of his legs he was sent tumbling though the air and landing on the opposite wall, pressing his palms and his shoes into the wall and anchoring himself to that spot. "Holy hell... this is awesome..."

He started leaping two and fro, bouncing around the walls like a human pinball at superhuman speeds, each time catching himself off the wall with whatever force was allowing him to adhere to solid surfaces. Each time he felt his bag start to slip off his shoulder, he was quick to catch it and yank it back into place, doing it almost subconsciously given just how fast his reflexes were now.

He quickly grew bored of bouncing between four walls and decided to test himself in a wider space. Peters fingers gripped suddenly onto the rim of one rooftop, and with a quick jerk of his arms he flipped up and landed neatly on the roof, sending a flock of pigeons scattering to the winds away from him.

He started running, racing across that roof until he vaulted up with another springing flip that led to him scampering up the face of one slightly taller building with his newfound powers. Hell, screw walking, he could get home just fine like this!

The more he ran, the more refined and articulated his movements became, as if he was gradually awakening these new powers of his. He was inhumanly fast, impossibly agile, but his coordination, flexibility and sense of balance had extended far beyond that of even the worlds finest gymnasts! "So this is why people hate mutants, they're jealous of the awesomeness of super powers," Peter mused aloud, jumping onto one roof access hut and then using it as a springboard to reach an even higher roof.

Peter raced forward, flinging his body and then gripping onto one flagpole, swinging about on it and then using his momentum to launch his body across the sky. His feet planted perfectly on the vertical face of the apartment building, allowing him to sprint neatly along the surface of the bricks before kicking forward, launching himself down and landing in a neat roll on the scaffolding of a nearby construction site.

"Heh... hehehe..." Peter said, pausing for a moment to catch his breath and then wipe the sweat from his brow with the back of his hand. "Man, I guess they should start calling me Peter Parkour from now on... I'm really glad nobody else heard that."

After a little more time spent getting his stamina back, he resumed running, jumping from platform to platform on the scaffolding and somehow managing to remain unseen all the while. He reached the topmost layer surrounding the tall old building and leapt forward into the air, leaving him hurtling high above the roads. He was sure he could reach the building across the road despite the distance... and then gravity started yanking him downward while his arms flailed outward uselessly.

"Crap! O-oh crap!" Peter yelped, continuing to flail as he plummeted downward. Just out of desperation he squeezed his middle and ring finger down on his right palm, hoping to god that his webbing wasn't a one time thing! The white rope shot outward at a surprising speed, sticking onto the corner of one building and quickly growing taut. Peter braced himself, closing his eyes tight, and then suddenly his body was swinging upward at a shocking speed until the webbing snapped and sent him flying up higher than he had ever gone until now.

He opened his eyes, and once again time seemed to have slowed down for him again. His lips began to open as if to let out some sort of soft gasp of surprise. The people down below were starting to crane their necks upward, as they could have sworn they saw some sort of shape zooming overhead at a positively shocking speed. Of course going by his height, and the speed he was going at, nobody on the streets could tell they were looking up at an empowered teenager.

Time sped up, Peter's gasp turned into a howl of joy. He was free, he was... Amazing! Spectacular! Astounding! He wasn't just 'Puny Parker' anymore, always at the whims of the world around him! He could do what he wanted now, he could live his life however he wanted!

And then suddenly he smashed down onto one rooftop, as he had not taken the time to calculate when and where he was going to land. His body rolled and skidded along the concrete until he landed flat on his back, staring up at a few passing puffs of white clouds. "Worth it..." he groaned.

* * *

A/N: Peter Parker is getting his first taste of his newfound powers and is starting to feel a kind of liberation that he never could have known before now. But he'll soon learn a rather vital tenet to live by, the same thing that will tell him just why dicking around with his powers is far from a good idea.

**Nightmarefire: Nice Enjoyed the Chapter. Is this fic going to be the start of a new Marvel Series you are going to write or this just a standalone fic**

I wanna stick to Spider-Man for now. If people wanted to use this setting for other Marvel characters, well then they'd be open to it. Well after I've expanded more on this story.

**Perfect Carnage: I at first thought his origin would have some magic involved, since Anansi spiders do have magical properties in the marvel world, if I remember correctly.**

**The Honest Trailer for Amazing Spiderman sums up our thoughts on Andrew Garfield's Spiderman, and so I hope you won't be using that as too major an influence.**

I'm a fan of both the original radioactive spider story, and the theory put forward by JMS about Peter being a mystic totem inheriting his spider powers through magic. So I decided going a route that could have it interpreted as either.

I did like Amazing Spider-Man in some regard and disliked it in others, so that interpretation might have some presence in the story... but not a whole lot.

**Glossary:**

Latveria: A small Eastern European country bordered between Romania and Bulgaria, very little is known of it due to its isolationist nature. What is known is that it is exceptionally wealthy and advanced in the fields of science and magic. Ruled by the equally enigmatic Lord/Doctor Doom, Latveria's advanced technology means that it can be almost entirely self-sufficient.

Wakanda: An African nation situated between Niger and Mali, it bears several similarities to Latveria. It took is exceptionally wealthy and advanced, comparable to Japan or America in terms of industry- and with highly advanced technology of its own. It is perhaps less isolationist than Latveria. The country's great wealth comes from the useful mineral known as 'Vibranium' which seems to be found solely in Wakanda,


	4. Turnabout Trial

Over the next few days, Peter had been practicing in secret with his powers whenever the time came, using the next week to work on improving his general control over his new abilities. Some of these newfound abilities came under control more naturally, while others were... problematic to say the least.

Making good use of his new speed, agility and that strange danger-warning sense came by easily enough. They felt... natural, and reflexive. His strength however, well that had been quite difficult to reign in. He must have broken three pens and two calculators in the last week just by little overexertion's of his superhuman might. He'd really need to get that in line...

But on the plus side, this past week had been great for him improving his control over his 'web-swinging' ability, allowing him to navigate with greater ease and proficiency. His new danger sense, which he had come to call the 'Spider Sense' due to the connection between his other powers and that Anansi Spider, actually proved to be rather handy for the task. It warned him in the right direction to aim and fire his webbing, allowing him to plot a safe route through the city streets whenever he wished to.

Peter still knew to be cautious about these new abilities of his, as he didn't want to wind up drawing in the wrong kind of attention. He had taken to sneaking out at night and using the cover of darkness to test out his powers when the risk of being caught was much lower.

But now the question was, just what would he DO with these powers of his? There had to be some practical use behind them that he could draw on... he was hardly going to become an X-man or a vigilante or whatever- he was still sixteen, his life was hectic enough without adding that into the mix not to mention the risk it could bring to his family. But maybe he could find a more subtle way to capitalize on these abilities...

* * *

"Okay, so anyway, he comes to me then and says 'Harry, why don't you man up and try out for the football team. Like, no hint of a joke... no irony or anything, he just... he just literally suggested that I of all people, join the football team," Harry explained as he led Peter and Mary Jane out of one hallway that opened out into the vast stretch of the green football field.

The day was slightly overcast, grey clouds lazily drifting overhead and blotting out different portions of the blue sky. Several members of Midtown's own football team were practicing, dashing here and there and making practiced throws of the old pigskin. Several of the cheerleaders sat by to watch, clearly impressed by the athletic display on offer.

"You? On the football team? Yeah no offense dude, but I don't think you'd really last out there among those gorillas," she remarked idly. Mary Jane removed his green hoodie, untying the sleeves from around her waist and then setting it down on one part of the bleachers before sitting down on it. The redhead breathed out a sigh of relief and fixed her hair up before smoothing out some creases in her white t-shirt and dark shorts "I mean... first of all, you'd cough up a lung if you had to run up half of that field. Second, a firm breeze would knock you over."

"No argument on my end," Harry replied with a dismissive shrug of his shoulders. "I told him, I'd TOTALLY look into it though. You know my dad, it feels like he could make your soul catch on fire with a hard stare if you said no to him," he added. It was true that Harry never had much of a heart for athletics. After all, he was rich and he had a decent brain on him for some academic stuff- why would he need or want to get his spine broken trying to catch any sort of ball?

Peter shrugged and took a seat between the two of them on the bleachers "I dunno, you could always try out for the mascot job- I hear it's pretty dignified. Plus you could probably smoke whatever you want inside that suit with nobody noticing," he added.

"You might just be onto something there," Mary Jane said before giving a small laugh. Harry rolled his eyes. "Eh, honestly I don't think either of you have ever had much of an interest in the physical stuff." That much was true- prior to Peter gaining these powers, which he was still very much keeping under wraps- even from these two- Mary Jane had been the fittest among the three of them by quite a margin.

"Oh yeah, dad would love that..." Harry remarked under his breath He laid down on his back and left both of his feet resting against one of Peter's legs, and while his bespectacled friend was looking at him in mind annoyance Harry took a moment to pluck some lint from the collar of his white polo shirt. "I'll stick to the brainy stuff. I've still been working on the old science presentation, growing those bacteria in different cultures of agar."

The mention of bacteria alone had Mary Jane wrinkling her nose slightly "Yeah see, that's the kind of stuff that keeps me from getting into the biology part of science." She shrugged her shoulders "Chemistry is okay, physics is boring... but biology is just really kinda nasty."

Peter took a moment to fix up his glasses, keeping up the illusion that he still needed them or that they were even functioning lenses, and said "It's not that bad once you get into it." He turned to Harry then "By the way, I heard the Richards Expedition is underway tonight. They're gonna be checking out some weird radioactive signal that they detected coming from around Proxima Centauri. Supposedly it'll be passing close to Earth soon and they wanna analyse it," he explained.

The heir to Oscorp scratched one cheek and gave his oldest friend a rather dull look, as if he seemed bored with life "I was never big on Richards anyway. Always came off as a snob, and kind of a tool in general."

"You mean like, the guy with those weird white bits of hair on his temples?" Mary Jane asked, tilting her head slightly. She rolled her shoulders "Yeah, I don't like him a whole lot either. I'll probably check the news on it though- space radiation sounds pretty awesome."

Peter took a moment to fix up the sleeves of his red t-shirt, the fabric tangled up slightly on his upper arms and then he did the same with the cuffs of his black jeans when he saw that they had rode a few inches up his legs. The brunette hummed then and glanced over to the football pitch to see that the players had gathered up into one crowd, chatting and whispering among themselves and occasionally glancing his way. They were planning something, no doubt. But they werent going to mess with him ever again.

"Yeah, that's the one," Peter remarked as he returned his focus to Mary Jane. "I dunno, I don't think he's so bad. He's kind of 'out there' but you know, that's how it usually is with those mega-genius types," he explained as he slouched back slightly against the material of the bleachers.

It was around that moment that Peter felt a slight buzz in his skull, the sensation of a very imminent threat. Flash was creeping up on him, that towering freakshow pulling his arms back and ready to snap forward like the jaws of a bear trap. When Flash lunged forward then, ready to catch his prey in a headlock, Peter suddenly moved around at such speeds that he very nearly vanished from sight.

Flash blinked in surprise, staring at the vacant spot in his arms where he had expected to nab Parker, while Peter himself stood about a foot away from where he had previously been sitting completely untouched. Harry and Mary Jane turned, giving quizzical looks to the alpha jock. "How the hell..." Flash murmured.

"Huh. I would've figured a guy named 'Flash' would've been faster than that. I think you might be losing your touch," Peter marked, smiling smugly and then taking a moment to fix his glasses up. Damn it felt good to one up that jerk, to see the anger slowly bubbling on his face. "Oh, my mistake. How could I forget that 'Flash' is just a nickname, when your real name is..." he trailed off, watching Flash growing more and more annoyed. Oh Peter knew full well how the football star loathed hs first name... just what the newly empowered human wanted. "... Eugene."

The towering bully let out a snarling noise, like a raging bull, and he immediately started charging after Peter. The brunette dashed through the bleachers, keeping his speed in check so that he was always teasingly just out of reach, when in reality he could literally run circles around Flash if he saw fit to.

By this point, Mary Jane had risen to her feet and yelled out "Come on Flash, grow a sense of humor you jackass!"

"Should we like... get involved?" Harry asked, pausing and raising a brow when he saw Peter suddenly come to a halt on the green of the football field.

"You can wait here, but I'm getting involved," Mary Jane growled.

But then, in an instant, she saw something that had her freezing up out of the sheer shock of the moment. Peter had whipped forward with another impressive degree of speed, kicking Flash's feet out from under him mid-charge with a quick sweep of his leg. Flash was sent hurtling forward, knocked across the air and several feet across the grass by his own momentum. Flash crashed shoulder first, tumbling and rolling across the field until he skidded to a halt face-down on the field. Peter smiled and slowly wiped his outstretched foot on the grass.

The rest of the football team looked on slackjawed, and the cheerleaders weren't sure what to do- giggle at the embarrassing sight of Flash in a heap like that, or look on at the fact that it was Peter Parker of all people who put him that way. Even Mary Jane had frozen up, trying to process that shocking sight "Uh... Harry...?"

"Yeah MJ?" Harry asked, clearly just as shocked as the redhead was.

"You saw that happen too, right?"

"Ah... yeah. Yeah I did."

"Good. For a moment there I thought I just got a contact high off of you..."

Flash grunted, rubbing the back of his head while forcing himself to stand up again. Now he was burning with anger, embarrassment and plain indignation that his prime target was turning the tables on him like this. "Huh... you know, I kinda thought you were supposed to be good at this," Peter mused "Cause I mean, all those bruises you gave me over the years- they were a sign of real skill. I guess you're just losing your touch."

Perhaps he was going too fa with this, abusing his new advantages... but he had already gotten started, and as the old saying goes 'in for a penny, in for a pound.' He might as well just give Flash a taste of his own medicine while he was insisting on causing trouble.

"Oh I am gonna beat you unmerciful..." Flash growled. The other members of the football team held their breath as they looked on, wondering just how this would turn out. The star athlete rushed forward as fast as he could, like a bull charging forward intent to gore it's prey on it's sharpened horns.

His large fist swung forward, carrying behind it the momentum of a man seemingly twice Peter's size. However to the human mutate, it might as well have been moving in slow motion against him, and he casually stepped backward to avoid the blow, only fling the faint disturbance of the wind directly in front of his face. Another punch, another quick dodge, and it seemed that every time Flash's fist came close to him- he dodged by a very deliberately slim margin.

And then Peter shot forward, his own body a blur as he landed a clean jab to Flash's feet that sent him flat on his back- almost knocking him out cold in a single motion. The others on the field sat about slackjawed, many of them pinching themselves to make sure that they weren't dreaming right now... Did 'Puny Parker' really just kick Flash Thompson's ass with one punch?

"One punch! ONE PUNCH!" Harry exclaimed in shock, before bursting out in a fit of laughter. Mary Jane suppressed a few snorts of laughter that rose up through her body, the amusement of the moment starting to outweigh the surprise.

"Huh. Maybe if you spent more time practicing and less time acting like a jackass, you wouldn't be getting your ass kicked by a nerd," Peter remarked cockily. He froze up then, hearing the sound of someone clearing their throat behind him. Oh dear... He turned quickly, and the spider-powered mutate's greatest worry had come about.

Principal Lewis stood there, a rather unamused expression on her faced and her arms crossed over her chest. She was a tall and dark-skinned woman entering into her late-forties, plump in many respects, but those harsh green hawk-like eyes of hers were enough to put the fear of god in anyone. She pushed her half-moon glasses up the bridge of her nose and then trailed two fingers up to send two stray strands of greying hair behind her ear.

"Parker. Thompson. In my office, now."

* * *

In all his years of education, Peter had never been in the principal's office for any sort of punishment until now. It just figured that the one time he tried to stand up for himself, he'd get in shit over it...

He sat there, a look of clear annoyance painted on his face, while Uncle Ben took the seat beside him and directly across from Principal Lewis. "... again I'm really sorry that something like this happened on your watch," Ben continued, giving a small sigh and scratching at his temple "Honestly I just find it a shock to think of our Peter doing something like this."

"You're not the only one," the Principal replied in a dry tone. Ira moved a hand up, fixing her glasses up "He's lucky that this is his first major transgression, otherwise he'd be looking at some major consequences."

"I'll see that the whole matter is straightened out back home. Thank you, Principal Lewis," Ben added as he rose up out of his wooden seat, while the principal rose out of her more plush leather seating. They shook hands over the large dark oak desk, while Peter let his eyes wander over the various decorations and framed photos that the principal had decorating her walls.

Ben didn't say a whole lot as he led the way out of the high school, walking slowly and steadily toward the parking lot to the right of Midtown High. Beneath his stoic expression however, the normally kindly man was grappling with all manner of feelings of worry and confusion. His own nephew starting a fight in school? What was the world coming to?

He opened up the driver side door of his faded blue Mustang while Peter got in the passenger side, and once the engine had rumbled to life the two were driving back through the traffic-cramped streets of New York. "You want to talk about it?" Ben asked finally, keeping his eyes squarely on the road.

"Not particularly..." Peter murmured in response. He let his chin rest on one propped up hand and gazed lazily out of his window.

"Starting fights... causing trouble. I mean for god's sake, that's not who you are," Ben replied, glancing briefly over at his nephew. He was annoyed and a little disappointed, sure, but he was also deeply worried to have his normally calm and intelligent nephew engaging in such acts.

At that, Peter scowled and gave his uncle a sideways glance "I'm sick and tired of being a doormat, especially to that jackass," he replied quickly. "Flash Thompson has been giving me grief ever since I started high school, yet I bet they all look the other way because he's their football star. I stick up for myself for once, and I'm the bad guy?"

Ben shook his head and sank back into the seat of his car "Provoking someone isn't the same as sticking up for yourself. If you had just told him off that would have been one thing, but from the sounds of things it seems like you wanted him to hit you, so you'd have the excuse to knock him flat on his ass." The car turned one corner, and Ben breathed out a low sigh "I dunno how you managed to even take down someone twice your size, but that's a moot point. The simple fact of the matter is Peter, that just because you could do that to someone, doesn't mean you should. I would've thought you'd be more responsible than that."

"Hmph..." The teenager returned to scowling, and he still firmly felt himself in the right on this. He had these powers, and he was going to use them as he saw fit too.

* * *

He had headed straight to his room after that, seated on his bed and lazily browsing the internet. In one browser window Peter had kept his Facebook account open, chatting away with Harry over the messenger while he was using another window to try and find some practical, money-making use for these abilities.

'_Dude, I seriously still can't get over how awesome that was today,' _Harry had typed _'knocking that douche flat on his ass with one punch? when did you start hitting the gym Balboa?'_

The brunette smirked slightly and then quickly typed back _'that one arm sees a lot of work dude.' _That was followed soon after by a quick _'#LOL'_ on Harry's end, and Peter glanced back to his other open tab to keep rifling through possibilities.

Peter paused then, his eyes being drawn to one ad that had popped up on his news feed._ 'Royal Rumble Underground Free-For-All! All challengers are welcome to take on our MMA champ, and if anyone is lucky enough to win, they could take home a $1000 cash prize!'_

He blinked for a moment, rereading the lines a few times before grinning to himself. 'I think I'll be getting a little more exercise too,' he typed.

* * *

A/N:

**Swan Parker: This is a cool version of a classic story! I hope you continue! Also could you add some MJ/Peter later. OTP:)**

That's the most likely pairing to come out of it. I doubt Gwen Stacy will come in at all, I lost all interest in the character after that godawful 'Sins Past' story.

**Primarch Zero: Man I've heard and a seen the spider man origin story many times. But this seems fresher more distinguished I like it. Hey, will the black panther be appearing in this story? The guy doesn't get much recognition anywhere else.**

Black Panther is likely to appear, since Wakanda does exist in this story, and I'll probably make reference to more classic lineups of Avengers than the modern or cinematic ones. Though, he won't have much role or presence in the story.

RedHunter87:

**2. The webbing. I am with holding complete judgement to see how you do it, but I hope that he doesn't have an unlimited amount to call upon, you are missing a huge chance for plot devices if you do that way. Also how is he going to create special webbing with it coming out of his wrists like that? I think that you could have gone with the ones he built, and explained that being bit gave him a natural knowledge of how to design and build them. He tells that story to one of the people that he explains his origins too. I think it's the story that Marvel did about the dying child who just wanted to meet spider-man that wasn't really considered canon to the time-line. **

**3. Speaking of webbing, I think his natural ability to web swing comes from what the spider passed on to him when it bit him, but hes able to implement it, because of his spider sense. His spider sense tells him exactly well to place each piece of webbing safely without him really thinking about it, making it very natural. If you are going in that direction, I think you need to explain that better. **

Well, the natural webbing does come with its own disadvantages. While he has a much larger supply, he lacks the ability to create things like web balls or insulated webbing. And his natural shooters can't draw on the same range and pressure of mechanical ones. There might just be mechanical ones coming in the future.


End file.
